TAI SHAN COMMUNICATIONS, INC. (a British Virgin Islands company) Minimum Offering: 1,666,667 Common Shares Maximum Offering: 2,000,000 Common Shares ($ per share) FORM OF PLACEMENT AGREEMENTPlacement Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec • Virginia
The undersigned, Tai Shan Communications, Inc., a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
TAI SHAN COMMUNICATIONS, INC. WARRANT AGREEMENTWarrant Agreement • August 10th, 2010 • Tai Shan Communications, Inc. • Virginia
Tai Shan Communications, Inc., a British Virgin Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of common shares of the Company set forth herein, subject to the terms and conditions contained herein.
ESCROW AGREEMENTEscrow Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec • Virginia
This Escrow Agreement is made and entered into as of the day of , 2011, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), TAI SHAN COMMUNICATIONS, INC., a British Virgin Islands company (the “Company”) and SUNTRUST BANK (the “Escrow Agent”).
Make Good Escrow AgreementMake Good Escrow Agreement • August 10th, 2010 • Tai Shan Communications, Inc. • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of , 2010, is entered into by and among Tai Shan Communications, Inc , a British Virgin Islands company (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Gary Wang and David Wang in their individual capacities (collectively the “Make Good Pledgors” and each individually a “Make Good Pledgor”); and SunTrust Bank, N.A., as escrow agent (“Escrow Agent”).
Translation of Executive Employment ContractExecutive Employment Contract • August 10th, 2010 • Tai Shan Communications, Inc.
Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.
Pledge of Equity AgreementPledge of Equity Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
CONFIDENTIAL INFORMATION REDACTED; SUBJECT OF RULE 406 REQUEST FOR CONFIDENTIAL TREATMENT] Translation of Business Process Outsourcing (BPO) Cooperation Contract BetweenBusiness Process Outsourcing Cooperation Contract • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec
China Pacific Insurance (Group) Co., Ltd. (“CIPC”) was founded on May 13, 1991; Its headquarter is in Shanghai. The company was listed on Shanghai Stock Exchange on Dec. 25th, 2007 and on Hong Kong Exchange on Dec. 23rd, 2009 respectively. CIPC, to which Chongqing Co. is affiliated, adheres to the core values of commitment to business integrity in pursuit of steady growth and performance excellence. The company strives to continue to create value for clients, shareholders, employees, society and other stakeholders and make contributions to a harmonious society as well.
CONFIDENTIAL INFORMATION REDACTED; SUBJECT OF RULE 406 REQUEST FOR CONFIDENTIAL TREATMENT] BPO Cooperation Agreement Between Shandong Lvke Information Co., Ltd And Shandong Taiying Technology Co., Ltd.Bpo Cooperation Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec
Party B has the call center industry qualification and expertise, can provide corresponding operational site, and at the same time has excellent financial base, human resources, commercial reputation, management and control, service and quality guarantees and so on, has serviced China Mobile Tianjin with its inbound calling service, with that experience, in order to guarantee that the customer service hotline 10000 of China Telecom Shandong Province can provide efficient and high-quality service for the customers, Party A and Party B (both Parties hereto), based on the principle of complementary advantages, resources sharing and win-win cooperation, have hereby reached the agreement for Party A to subcontract the customer service, business promotion, operation management and other matters of the customer service hotline 10000 of China Telecom Shandong Province to Party B as follows:
CONFIDENTIAL INFORMATION REDACTED; SUBJECT OF RULE 406 REQUEST FOR CONFIDENTIAL TREATMENT] Translation of Business Process Outsourcing (BPO) Cooperation AgreementBusiness Process Outsourcing (Bpo) Cooperation Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec
MetLife Chongqing is one of branches of Sino-US MetLife Insurance Co., Ltd’s in P.R.China. MetLife Inc is a leading global provider of insurance and other financial services, the biggest life insurance company in the U.S., and one of the FORTUNE 500 companies. Central BPO mainly provides carrier-class call center outsourcing solutions and services to the financials, logistics, e-commerce and other high-end industries.
Call Center BPO Agreement Between China Mobile Group Shandong Province Company Limited And Shandong Taiying Technology Co., Ltd. [CONFIDENTIAL INFORMATION REDACTED; SUBJECT TO A RULE 406 REQUEST FOR CONFIDENTIAL TREATMENT]Call Center Bpo Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec
In accordance with the development plan of customer service hotline of China Mobile Group Shandong Province Company Limited, for the purpose of enhancing the customer satisfaction, ensuring the long, continuous, and stable services with the hotline, improving operational efficiency of the hotline of China Mobile Group Shandong Province Company Limited, and in view of Party B having better operation and management experience on the call center, good financial condition, human resources, credibility, business service management and control, the capacity for long-term outsourcing and so on, both parties hereto, on the principle of complementary advantages, resources sharing and win-win cooperation, have hereby reached the agreement on the customer service and operation management and other matters of the customer service hotline of China Mobile Group Shandong Province Company Limited (hereinafter referred to as “China Mobile Shandong”) as follows:
Lock-Up AgreementLock-Up Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with Tai Shan Communications, Inc. (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 1,666.667 common shares and a maximum of 2,000,000 common shares (the “Shares”).
Lock-Up AgreementLock-Up Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec
The undersigned understands that Anderson & Strudwick, Incorporated (the “Placement Agent”), proposes to enter into a Placement Agreement with Tai Shan Communications, Inc. (the “Company”), providing for the public offering (the “Offering”), by the Placement Agent of a minimum of 1,666.667 common shares and a maximum of 2,000,000 common shares (the “Shares”).
EXCLUSIVE OPTION AGREEMENT BETWEEN CHONGQING RUIXUAN TECHNOLOGY CO., LTD. AND WANG ZHILI, WANG DEBAO, XU GUOAN, YANG XIAOHUA, ZHANG QINGMAO, GUO ZHIQIANG, LIN LONG, SUN JING SHANDONG TAIYING TECHNOLOGY CO., LTD. JULY 23, 2010 TAIAN, CHINAExclusive Option Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
In this Agreement, Party A, Party B and Party C are called collectively as the “Parties” and each of them is called as the “Party”.
Entrusted Management Agreement Between WANG Zhili WANG Debao XU Guoan YANG Xiaohua ZHANG Qingmao GUO Zhiqiang LIN Long SUN Jing Shandong Taiying Technology Co., Ltd. And Chongqing Ruixuan Technology Co., Ltd. July 23rd, 2010 Taian City, ChinaEntrusted Management Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
Party B: Chongqing Ruixuan Technology Co., Ltd is a [Wholly Foreign Owned Enterprise] registered in No. 19, Dongyi Road Huilong Avenue, Yongchuan District, Chongqing City, PRC.
SHAREHOLDERS’ VOTING PROXY AGREEMENT BETWEEN WANG Zhili WANG Debao XU Guoan YANG Xiaohua ZHANG Qingmao GUO Zhiqiang LIN Long SUN Jing AND CHONGQING RUIXUAN TECHNOLOGY CO., LTD. JULY 23, 2010 Taian City, CHINAShareholders' Voting Proxy Agreement • August 10th, 2010 • Tai Shan Communications, Inc.
This Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as of July 23, 2010 between the following parties in Taian City:
CONFIDENTIAL INFORMATION REDACTED; SUBJECT OF RULE 406 REQUEST FOR CONFIDENTIAL TREATMENT] Telemarketing Service BPO AgreementTelemarketing Service Bpo Agreement • January 18th, 2011 • Tai Shan Communications, Inc. • Services-business services, nec
* Denotes location where Confidential Information has been redacted. Subject of Rule 406 request for confidential treatment.
Translation of Executive Employment ContractExecutive Employment Contract • August 10th, 2010 • Tai Shan Communications, Inc.
Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.
